Galecto, Inc. 8-K

What Happened

• Galecto, Inc. (Nasdaq: GLTO) filed an 8‑K announcing that Hans T. Schambye will cease serving as CEO and President effective 12:01 a.m. ET on February 10, 2026. Dr. Schambye resigned from the Board effective the same time; his resignation was not due to any disagreement with the company.
• The Board appointed Chief Operating Officer Sherwin Sattarzadeh as interim principal executive officer effective February 10, 2026. His previously disclosed offer letter dated December 31, 2025 remains in effect.
• The company filed a Certificate of Amendment on February 9, 2026 to increase authorized common shares from 300,000,000 to 500,000,000. Following approval of the conversion proposal, Series C preferred shares automatically converted (subject to ownership limits), leaving approximately 43.6 million shares of common stock issued and outstanding as of February 9, 2026.

Key Details

• CEO departure effective: February 10, 2026 (12:01 a.m. ET); resignation from the Board effective same time.
• Separation terms: Dr. Schambye will receive separation benefits under his retention agreement and the company’s Executive Separation Benefits Plan, contingent on signing a separation agreement; base salary continuation and a pro‑rated bonus will be paid in a single lump sum and all outstanding equity awards will be fully accelerated.
• Interim CEO: Sherwin Sattarzadeh (current COO); no related‑party issues disclosed.
• Corporate actions: Authorized common stock increased to 500,000,000 (filed Feb 9, 2026); automatic conversion of 42,005 Series C preferred shares into 42,005,000 common shares contributed to ~43.6M shares outstanding (subject to beneficial ownership limitations).

Why It Matters

• Leadership change: A CEO transition can affect company strategy, execution and investor confidence in the near term. The appointment of an internal interim CEO (the COO) suggests continuity of operations while the Board searches for a permanent CEO.
• Compensation and equity impact: Acceleration of Dr. Schambye’s equity awards and lump‑sum separation payments may affect dilution and the company’s near‑term expense profile.
• Share structure: Increasing authorized shares provides flexibility for future financings, equity grants or conversions. The Series C conversion materially increased common shares outstanding to ~43.6M, which is relevant for current shareholders when considering ownership percentages and potential dilution.